Dissemination in the U.S. Savoy Ventures Inc. Savoy Signs Definitive Agreement to Acquire Hybrid Minerals Inc.
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SAVOY VENTURES INC.
SAVOY SIGNS DEFINITIVE AGREEMENT TO ACQUIRE HYBRID MINERALS INC.
VANCOUVER, BC, October 31, 2017 – Savoy Ventures Inc. (NEX: SVO.H (“Savoy” or the “Company”) is pleased to announce that further to its news release dated June 7, 2017 and September 25, 2017, it has entered into a share exchange agreement dated October 27, 2017 with Hybrid Minerals Inc. (“Hybrid”) and its shareholders (the “Hybrid Shareholders”) pursuant to which the Company will acquire all of the outstanding common shares of Hybrid (the “Hybrid Shares”) in exchange for common shares of Savoy (the “Savoy Shares”) on a 1:1 exchange ratio (the “Acquisition”). Upon completion of the Acquisition, it is intended that Savoy will be reactivated under the rules of the TSX Venture Exchange (the “TSX-V”), graduating it from the NEX to the TSX-V. The Acquisition is an arm’s length transaction and no finder’s fees are paid in connection with the Acquisition, other than applicable finder’s fees related to the concurrent financing as disclosed in news release on June 7, 2017.
About Hybrid Minerals Inc.
Hybrid Minerals Inc. is a specialty minerals exploration company focused on the acquisition and development of production grade cobalt deposits. Hybrid currently holds the rights to the CAS Cobalt Project.
The CAS Project is an advanced cobalt, copper, and gold property located between eCobalt Solutions’ Blackbird cobalt/copper project and US Cobalt’s Iron Creek cobalt project in Lemhi County, Idaho, USA.
A technical report titled “Technical Report, CAS Cobalt-Gold Property, Lemhi County, Idaho” with an effective date of August 2, 2017 prepared by James E. for Savoy in accordance with NI 43-101 with respect to the Property, will be available on WWW.SEDAR.com.
The Acquisition
Pursuant to the Acquisition, Savoy will acquire all of the shares of Hybrid for an aggregate purchase price of $2,425,000.25 (the “Purchase Price”) which will be satisfied by Savoy issuing pro rata to the Hybrid Shareholders 9,700,001 Savoy Shares (the “Savoy Payment Shares”) at a deemed price of $0.25 per Savoy Payment Share. The Savoy Payment Shares will be the sole consideration received by the Hybrid Shareholders in exchange for the Hybrid Shares.
The Share Exchange Agreement includes customary conditions precedent to the closing of the Acquisition, including customary due diligence, receipt of all necessary regulatory, corporate and third party approvals, compliance with all applicable regulatory requirements, and all requisite board approvals being obtained. In particular, it is a condition of closing that Savoy meet the minimum listing requirements of the TSX-V for a Tier 2 mining issuer Certain of the Savoy Payment Shares issuable pursuant to the Acquisition may be subject to escrow requirements pursuant to TSX-V policy and hold periods as required by applicable securities laws.
For further information please contact:
Savoy Ventures Inc.
Glen Macdonald, Chief Executive Officer
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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release Completion of the proposed transaction is subject to a number of conditions, including receipt of appropriate regulatory approvals. The transaction cannot close until all such conditions are satisfied. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the transaction, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in securities of Savoy Ventures Inc. should be considered highly speculative.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities issued, or to be issued, under the Acquisition have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectations. Important factors – including the availability of funds, the parties’ due diligence reviews, and general market conditions – that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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